Annual report pursuant to Section 13 and 15(d)

Other Investments

v3.19.3.a.u2
Other Investments
12 Months Ended
Dec. 31, 2019
Financial Support For Nonconsolidated Legal Entity [Abstract]  
Other Investments

8.

OTHER INVESTMENTS

Below is a summary of activity for each of the Company’s other investments for the periods indicated:

 

 

 

DCIP

 

 

AC JV,

LLC

 

 

DCDC

 

 

FE Concepts

 

 

Other

 

 

Total

 

Balance at January 1, 2017

 

$

87,819

 

 

$

5,980

 

 

$

2,750

 

 

$

 

 

$

1,768

 

 

$

98,317

 

Cash contributions

 

 

1,112

 

 

 

 

 

 

 

 

 

104

 

 

 

2,499

 

 

 

3,715

 

Equity in income

 

 

22,900

 

 

 

2,336

 

 

 

1,199

 

 

 

 

 

 

 

 

 

26,435

 

Equity in comprehensive income

 

 

248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

248

 

Cash distributions received

 

 

(5,864

)

 

 

(2,400

)

 

 

(351

)

 

 

 

 

 

 

 

 

(8,615

)

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

Balance at December 31, 2017

 

$

106,215

 

 

$

5,916

 

 

$

3,598

 

 

$

104.00

 

 

$

4,212

 

 

$

120,045

 

Cash contributions

 

 

2,076

 

 

 

 

 

 

 

 

 

20,000

 

 

 

 

 

 

22,076

 

Equity in income (loss)

 

 

22,899

 

 

 

1,270

 

 

 

1,313

 

 

 

(82

)

 

 

 

 

 

25,400

 

Equity in comprehensive loss

 

 

(139

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(139

)

Cash distributions received

 

 

(5,799

)

 

 

(1,920

)

 

 

(219

)

 

 

 

 

 

 

 

 

(7,938

)

Other (1)

 

 

 

 

 

 

 

 

(2,437

)

 

 

(104

)

 

 

(137

)

 

 

(2,678

)

Balance at December 31, 2018

 

$

125,252

 

 

$

5,266

 

 

$

2,255

 

 

$

19,918

 

 

$

4,075

 

 

$

156,766

 

Equity in income (loss)

 

 

23,281

 

 

 

3,276

 

 

 

1,120

 

 

 

(399

)

 

 

 

 

 

27,278

 

Equity in comprehensive loss

 

 

(141

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(141

)

Cash distributions received

 

 

(23,696

)

 

 

(3,520

)

 

 

(206

)

 

 

 

 

 

 

 

 

(27,422

)

Other (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,196

)

 

 

(1,196

)

Balance at December 31, 2019

 

$

124,696

 

 

$

5,022

 

 

$

3,169

 

 

$

19,519

 

 

$

2,879

 

 

$

155,285

 

 

(1)

Other activity for DCDC for the year ended December 31, 2018 consisted of returns of capital originally contributed by the Company.

 

(2)

Consists primarily of mark-to-market adjustment on an investment in marketable securities.

Digital Cinema Implementation Partners LLC (“DCIP”)

On February 12, 2007, the Company, AMC and Regal (the “Exhibitors”) entered into a joint venture known as DCIP to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. On March 10, 2010, DCIP and its subsidiaries completed an initial financing transaction to enable the purchase, deployment and leasing of digital projection systems to the Exhibitors under equipment lease and installation agreements.  On March 31, 2011, DCIP obtained incremental financing necessary to complete the deployment of digital projection systems.  DCIP also entered into long-term Digital Cinema Deployment Agreements (“DCDAs”) with six major motion picture studios pursuant to which Kasima LLC, one of DCIP’s subsidiaries, receives a virtual print fee ("VPF") each time the studio books a film or certain other content on the leased digital projection systems. Other content distributors entered into similar DCDAs that provide for the payment of VPFs for bookings of the distributor's content on a leased digital projection system.  The DCDAs end on the earlier to occur of (i) the tenth anniversary of the "mean deployment date" for all digital projection systems scheduled to be deployed over a period of up to five years, or (ii) the date DCIP achieves "cost recoupment", each as defined in the DCDAs.  Cost recoupment occurs when revenues attributable to the digital projection systems exceed the financing, deployment, administration and other costs associated with the purchase of the digital projection systems.  DCIP expects cost recoupment to occur during late 2020.  Pursuant to the operating agreement between the Exhibitors and DCIP, DCIP began to distribute excess cash to the Exhibitors upon the payoff of its outstanding debt, which occurred during the year ended December 31, 2019.  

As of December 31, 2019, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting.

Below is summary financial information for DCIP as of and for the years ended December 31, 2017, 2018 and 2019:

 

 

 

Year ended December 31,

 

 

 

2017

 

 

2018

 

 

2019

 

Revenues

 

$

177,382

 

 

$

172,534

 

 

$

171,531

 

Operating income

 

$

106,687

 

 

$

102,236

 

 

$

99,812

 

Net income

 

$

93,103

 

 

$

94,757

 

 

$

95,820

 

 

 

 

As of

 

 

 

December 31, 2018

 

 

December 31, 2019

 

Current assets

 

$

57,907

 

 

$

51,382

 

Noncurrent assets

 

$

684,545

 

 

$

581,547

 

Current liabilities

 

$

67,408

 

 

$

70,515

 

Noncurrent liabilities

 

$

125,596

 

 

$

190

 

Members' equity

 

$

549,448

 

 

$

562,224

 

 

As of December 31, 2019, the Company had 3,866 digital projection systems being leased under the master equipment lease agreement with Kasima LLC, which is an indirect subsidiary of DCIP and a related party to the Company.  See Note 3 for discussion of the weighted-average remaining lease term and discount rate of equipment operating leases, which includes digital projection systems leased from Kasima, LLC.

 

The Company had the following transactions with DCIP during the years ended December 31, 2017, 2018 and 2019:

 

 

 

Year Ended December 31,

 

 

 

2017

 

 

2018

 

 

2019

 

Equipment lease payments

 

$

5,743

 

 

$

4,862

 

 

$

4,399

 

Warranty reimbursements from DCIP

 

$

(8,511

)

 

$

(10,800

)

 

$

(11,800

)

Management services fees

 

$

823

 

 

$

730

 

 

$

596

 

 

AC JV, LLC

During December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a joint venture that owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerly operated by NCM.  The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators to provide additional programs to augment their feature film schedule. The Company paid event fees to AC of $13,950, $12,481 and $15,376 for the years ended December 31, 2017, 2018 and 2019, respectively, which are included in film rentals and advertising costs on the consolidated statements of income.  The Company accounts for its investment in AC under the equity method of accounting.

Digital Cinema Distribution Coalition

The Company is a party to a joint venture with certain exhibitors and distributors called Digital Cinema Distribution Coalition (“DCDC”).  DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership in DCDC. The Company paid approximately $848, $927 and $896 to DCDC during the years ended December 31, 2017, 2018 and 2019, respectively, related to content delivery services, which is included in film rentals and advertising costs on the consolidated statements of income.  The Company accounts for its investment in DCDC under the equity method of accounting.

FE Concepts, LLC

During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC (“CNMK”), formed a joint venture, FE Concepts, LLC (“FE Concepts”) with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell.  In December of 2019, FE Concepts opened a family entertainment center that offers bowling, gaming, movies and other amenities.  The Company and AWSR each invested approximately $20,000 and each have a 50% voting interest in FE Concepts.  The Company accounts for its investment in FE Concepts under the equity method of accounting.  The Company has a theatre services agreement with FE Concepts under which it receives management fees for providing film booking and equipment monitoring services for the facility.  The Company recorded $64 of related management fees during the year ended December 31, 2019.